RNZRSA BOARD MEMBER APPLICATION FORM

Transcription

1 RNZRSA BOARD MEMBER APPLICATION FORM The RNZRSA Board has the primary responsibility for guiding and monitoring the operations and affairs of the RZNRSA including compliance with governance objectives. The Board is responsible to the National Council for the efficient and effective performance of the RNZRSA including the following matters: Strategic and Financial Objectives Chief Executive Senior Management Risk and Compliance Management Communication with Members Referrals from Committees The Board has 6 voting members and elects its own Chair. Terms are for three years. Board Member responsibilities include attendance at monthly in-person meetings, as well as teleconference meetings and active electronic conversations as part of Board committees. Additional Board meetings may be called from time to time. Board Members also hold a fiduciary responsibility for management of organisational capital and ensuring appropriate filings. RNZRSA s attendance policy allows for removal if three consecutive meetings are missed without notice. Declaration of Candidacy Board positions require a time and energy commitment that should not be underestimated. Candidates are urged to consider personal priorities for the next year as well as ways to contribute to the development of the organization. Resources available to prospective members include the Annual Report available from the RNZRSA website ( and the Board Charter attached to this application form. To apply submit the Board Application (page 2 of this document), CV and the names and contact details of three referees to boardnominations@rsa.org.nz. Please write RNZRSA BOARD APPLICATION in the subject line. Copies of the application will be distributed to the selection panel and will aid in understanding how you would like to contribute to the organisation s work. Having filled out the questionnaire, if you have anything else you wish the Selection Panel to take into account, please attach it in précis form.

2 Application for Board Candidacy Name RSA Member Number Membership Type Contact Details Address Telephone Cell Phone We want to understand your background, competencies and how your potential contributions might fit with the organisation s vision. Please answer the following questions. Please be concise. Please also send your CV and then names and contact details of three referees to boardnominations@rsa.org.nz. Please write RNZRSA BOARD APPLICATION in the subject line. 1. Please briefly describe your governance, business and professional background, and other relevant experience. 2. Why do you seek a position on the RNZRSA Board? 3. Please briefly outline the specific skills you bring or contributions you hope to make to the RNZRSA Board.

3 BOARD CHARTER The Board of the Royal New Zealand Returned and Services Association (RNZRSA) has adopted this formal Board Charter, detailing the functions and responsibilities of the Board and delegated authority to management. THE PURPOSE OF THE RNZRSA The RNZRSA purpose is to: coordinate and lead the RSA organisations in NZ in their tasks of supporting returned, service, and associate members, and acting as guardians of remembrance. The continuing values of the RNZRSA to be inculcated are: Courage, Compassion, Comradeship, Commitment 1 INTRODUCTION TO THE BOARD CHARTER 1.1 General This Board Charter sets out the principles governing the Board of Governance of the RNZRSA (the Board) 1.2 Board Approval Subject to ratification by the National Council, the Board has approved this Board Charter. The Board has the authority to approve updates and amendments to this Board Charter from time to time. 1.3 Definitions Unless the contrary intention is expressed in this Board Charter, the following words (when used in this Board Charter) have the meaning set out here: RNZRSA means the components listed under the Rules of RNZRSA Board means the Board of Governance of the RNZRSA Board Member means any member of the Board Chair means the Board Member elected by the Board in the role of Chairman Management means the Chief Executive (CE; who reports to the Chair) and the senior staff who report directly to the CE President means the person elected by the National Council under the Rules of the RNZRSA to be National President. The President provides leadership, is the public face of RNZRSA in ceremonial occasions and with the media, and is principle advocate with the government Audit and Risk Committee (A&R) means the Audit and Risk sub-committee of the Board, appointed by the Board 2 ROLE OF THE BOARD 2.1 The Board has the primary responsibility for guiding and monitoring the operations and affairs of the RZNRSA including compliance with governance objectives. 2.2 In giving effect to this Board Charter, each Board Member will at all times act honestly, fairly, diligently, and in all respects in accordance with the law 2.3 Each Board Member will at all times act impartially in the interests of the whole membership of RNZRSA and in the interests of the RNZRSA as a whole, and will have regard to the interests of employees and the community and environment in which the RNZRSA operates. 2.4 The Board will seek to support and maintain a culture within the RNZRSA that embraces and establishes the principles set out in this Board Charter. 3 DUTIES AND RESPONSIBILITIES OF THE BOARD 3.1 The Board is responsible to the National Council for the efficient and effective performance of the RNZRSA, including the following matters:

4 3.2 Strategic and Financial Objectives evaluating, approving and monitoring the strategic and financial plans for the RNZRSA evaluating, approving and monitoring the annual budgets and business plans and evaluating the RNZRSA performance in relation to them; evaluating, approving and monitoring all major capital expenditure, financial management and all major transactions, on behalf of RNZRSA approving all financial reports to be published and related announcements; monitoring other reporting and external communications by the management recommending external auditors to National Council (on advice of the Audit and Risk Committee); considering and reviewing the impacts of all activities and determining, monitoring and reviewing standards and policies for the Board and the RNZRSA 3.3 Chief Executive (CE) appointing and removing the CE of RNZRSA.; approving the terms of employment of the CE; assessing and managing the performance of, and the succession planning for the CE; ; 3.4 Senior Management overseeing and ratifying the terms of employment for all staff working directly to the CE. 3.5 Risk and Compliance Management monitoring the performance of RNZRSA in relation to best practice principles of Corporate Governance; governance and management approving and monitoring the risk management strategy, internal controls and reporting systems (including their establishment and maintenance), evaluating and reporting on their effectiveness and identifying and rectifying significant deficiencies; approving and monitoring compliance with the RNZRSA Code of Conduct and other material policies; monitoring and reviewing the RNZRSA s operations in relation to and compliance with legal and regulatory requirements; dealing with sensitive or unusual matters of a material nature; 3.6 Communication with members ensuring the results of and developments in the operations and finances of the RNZRSA are disclosed to and communicated with members and Branches, at the appropriate times 3.7 Referrals from Committees dealing with matters referred to it by the Audit and Risk Committee, and any other Board committees established from time to time. 4 THE COMPOSITION AND STRUCTURE OF THE BOARD 4.1 The policy of the National Council is to have a Board of six board members. 4.2 The Board will be constituted in accordance with the Rules of RNZRSA. 4.3 The President of RNZRSA will attend Board meetings and have speaking rights. 4.4 The CE is responsible to the Chairman of the Board. 5 MEETINGS OF THE BOARD 5.1 The Board will meet in accordance with the Rules of the RNZRSA, and the quorum will be set as a majority of Board members. 5.2 All resolutions will require a quorum of Board members. 5.2 Meetings will be rescheduled if a quorum is not available. 5.3 Board members will ordinarily receive relevant Board papers at least one week before each meeting. 5.4 The Chairman of the Board may request the attendance of any person at a meeting where that person is responsible for, or associated with, a matter included as an agenda item at a meeting.

5 6 BOARD COMMITTEES AND DELEGATION 6.1 The Board shall have an Audit and Risk Committee, and may establish other Committees to assist in the discharge of its responsibilities from time to time. 6.2 The Board will adopt rules addressing the role, duties and responsibilities, composition and structure, administration and any other matters the Board determines relevant to Audit and Risk, and to any other Committee. 6.3 The Board will appoint members to the Committees and make changes to membership. 6.4 The Board will regularly evaluate the operations of the Committees. 6.5 All Board members will receive copies of Committee papers, including minutes, in respect of each Committee and may attend meetings of Committees of which they are not members. 6.6 The Board delegates carriage of the operation and management of the RNZRSA's business to the Chief Executive. 7 INDEPENDENT EXTERNAL ADVICE 7.1 The Board, an individual Board member or a Committee may engage an independent external adviser in relation to any Board matter, at the expense of the RNZRSA. Before the external advice is sought, consent needs to be obtained. In the case of: a) the Board from the Chairman; b) individual Board members from the Chairman or the relevant Committee Chairman, as the case may be; c) a Committee from the Committee Chairman. 7.2 The Chairman or a Committee Chairman, as applicable, may determine that any external advice received by an individual member of the Board be circulated to the remainder of the Board. 8 ATTENDANCE 8.1 Board members are expected to attend all meetings or seek and obtain leave of absence. 8.2 A Board member must resign if he or she misses 3 consecutive Board meetings without leave of absence. 9 CONFLICT OF INTEREST 9.1 The Board will develop and maintain a standing Register of Interests, which must be reviewed at each Board meeting. 9.2 A member must declare any conflict of interest that may arise from any agenda item at any meeting. 10 ASSESSMENT AND EVALUATION OF BOARD PERFORMANCE 10.1 The Board will regularly complete a performance evaluation of the Board and individual members of the Board and assess the performance of the Board and individual members of the Board against the requirements of this Board Charter and the Rules of the RNZRSA The results of that evaluation of the Board and Board members will be communicated to the Associations. 11. ACCESS TO THIS BOARD CHARTER 11.1 This Board Charter will be available to Associations, and for viewing by any person on the RNZRSA website. A copy can also be sent out on request. 12 REVIEW OF CHARTER 12.1 The Board will review the Board Charter and Terms of Reference for Committee rules annually, and determine any changes deemed necessary or desirable.